Falling in Love the Hard Way
by Nikki Exley
Summary: A series of late night encounters between Damon and Elena finds them growing closer and Elena has to fight her growing attraction to the other Salvatore brother. First chapter is set during the ride home from Atlanta.
1. Take the Long Way Home

Disclaimer – I don't own The Vampire Diaries, though I'd love to own a Damon.

Author's note – This is my first attempt at fanfiction. All reviews are welcome and encouraged, the good, the bad, and the ugly.

Elena tried to relax in the comfortable front seat of Damon's Mustang, but the adrenaline was still coursing through her system. He had almost been killed. He had been beaten and doused in gasoline and was a hair's breadth away from being lit on fire. As much as the thought of Damon's demise might have appealed to her a couple of months ago, she was glad that she had been able to save him from the flame-filled death Lexi's boyfriend had planned for him. She smiled, pleased with herself.

He arched a brow at her. "What are you smiling at? Is watching me get my ass kicked really that amusing?" He rolled down his window in an attempt to dilute the heavy smell of gasoline that had filled his car.

She laughed. "Well, yes, but that's not why I was smiling. I'm just glad I was able to stop him." The smile dropped from her face as she looked over at him and got caught in his penetrating gaze. "We may never be best friends, but I certainly would never wish…that on you." Turning, she looked out the window, watching the dark scenery flash by.

"Thank you," he said very quietly, with a sincerity she had never heard from him before.

She kept her head turned towards the window and replied just as softly, "You're welcome."

They had driven in silence; enjoying their newfound camaraderie for fifteen minutes when Elena realized there was no way she could sit next to a gasoline soaked Damon for another eight hours. The odor, combined with the alcohol she had consumed, was starting to make her light headed.

"Did you bring any extra clothes? You should probably change," she suggested, twisting her torso to look in the back seat, hoping to see a duffel bag or some sort of suitcase. It was empty.

"I didn't pack anything," he shrugged and then smirked, "I'd be willing to take off my clothes and drive naked, if the fumes are really bothering you."

She ignored his comment as she spied a familiar sight in the distance. "There!" Elena waved frantically as they rolled down the highway. "We can get you new clothes and I can get snacks for the ride home." She glanced over at Damon who looked horrified at her suggestion.

"Wal-Mart! I am not buying clothes at _Wal-Mart_, Elena," he scoffed with a roll of his eyes. He gestured toward himself. "This body belongs in John Varvatos, not Wrangler."

She breathed in deeply, trying to suppress her irritation at his blatant snobbery and began to sputter and cough as the gasoline fumes choked her airway. "Fine," she wheezed, "I guess I'll stick my head out the window like a dog for the next 400 miles."

Emitting a low growl, he turned the steering wheel sharply towards the brightly lit lot. Elena yelped as the sudden action slid her across the front seat until she was pressed against Damon from knee to shoulder. She was momentarily stunned by the contact. His lean frame was solidly muscled and in her mildly inebriated state she found herself appreciating his innate masculinity before she remembered that it was _Damon_. Scooting back across the seats she realized that now, she too, smelled like gasoline.

"Ugh…dammit Damon! Now I have to buy new clothes too," she whined as she plucked at her wet sleeve.

He smirked, "Good. Why should I be the only one forced to look like a Nascar refugee?"

He could swear he heard her muttering something that sounded suspiciously like "drama queen" as he pulled into a space and got out of the Mustang. Faster than her eyes could follow, he had moved to the passenger side and was opening the door for her. She squeezed through the narrow space he had left between his body and the door and he shut the door behind her.

At one o'clock in the morning, Wal- Mart was an assault on the senses. Shiny white linoleum, made shinier by the almost blinding fluorescent light hanging from the ceiling had Elena longing for her sunglasses. She tugged on Damon's arm, "C'mon. Let's get this over with". He allowed her to pull him in the direction of the men's department where he looked scornfully at the racks of clothes.

"These are cute," she grinned as she held a pair of obnoxious plaid shorts up for his perusal. He glared and brushed by her as he made his way to a table of folded jeans. She sighed and put the shorts back on the rack. "Crabby vampire," she whispered to herself.

"I heard that, and I am not crabby," he replied without looking up as he sorted through the stacks of denim. "I'm merely trying to get out of here with my dignity intact." He selected a pair of dark blue jeans and then quickly walked over and plucked a package of plain white Hanes t-shirts from a shelf.

She jumped slightly as he slid his hand onto her lower back. His hand was large and surprisingly warm. "Your turn," he said as he steered her toward the women's clothing.

Elena was unnerved by his proximity and moved away from him, grabbing the first thing she came to, which happened to be a black tank top. She made her way to the jeans and began rifling through them. "They don't have my size," she sighed as she lifted her head, looking for another option.

"Here." Damon handed her a pair of black size 2 jeans. She took them and looked at him questioningly. "They're your size, aren't they?"

"Yes…," she said slowly, eyes searching his face. "How did you know what size I wore?"

He smiled down at her, his icy blue eyes sparkling. "I'm a vampire Elena, my senses are heightened. I have an excellent grasp of spatial awareness," he smiled lasciviously. His breath ruffled her hair as he leaned down and whispered, "Want to know your bra size?" He was so close that she could feel his lips on the shell of her ear.

She shivered and butterflies exploded in her stomach, shocking her. She quickly tamped down her involuntary arousal, and embarrassed by her reaction, jerked away. A rod from the metal clothes racks dug painfully into the skin between her shoulder blades. "Ow! You're such an ass, Damon!" She could hear him laughing as she stalked off, face flaming red, in search of snacks for the long drive ahead of them.

Finding them, she scanned the aisle slowly, not sure if she was in the mood for something salty or sweet. Deciding she wanted both, Elena selected a can of Pringles and then reached for a box of Ding Dongs.

"Ding Dongs? What's wrong with Twinkies?" Damon had caught up to her and was looking at her box of chocolaty confections with disdain.

She sighed theatrically and added a box of Twinkies to the pile in her arms, "Happy now?" He nodded and she rolled her eyes, heading towards the registers.

"I need caffeine. I'm going to get a Coke and I'll meet you up front," he said.

"Grab me one too, please," she replied to his back.

There was only one cashier open at this hour and Elena placed her items on the conveyer belt. The man in line in front of her turned and looked at her lecherously, his eyes skimming over her face before landing on her breasts and hips. He was in his forties, balding, pot-bellied and smelled of beer and stale cigarettes. He smiled, which only served to show that he was in desperate need of a dentist. "What's a cute little thing like you doing out by yourself at this hour? You need a ride home?"

Elena took a step back as she opened her mouth to reply, but Damon beat her to it.

He had appeared in front of her as if out of thin air and though she could only see his back; she could feel the tension and menace rolling off of him in waves. "She has a ride," he ground out. He said something else to the man in a voice too low for her to hear, and Elena watched his eyes go wide with fear. Her admirer quickly turned around and kept his eyes down as the cashier rang up his purchases.

Damon spun around and smiled. "You just make friends everywhere you go, don't you?" He dropped his clothes and the sodas next to her things, "That one looked like a real charmer."

"I could have handled that," she whispered furiously, "I'm perfectly capable of taking care of myself."

He exhaled loudly. "Simmer down, Xena. I was just trying to be chivalrous. After all, I _am_ a Southern gentleman." He leered at her, looking anything but gentlemanly.

The cashier began to ring up their items and Elena dug into her back pocket to pull out her stash of emergency cash. Damon waved her offering away; she shrugged, and stuffed the money back into her pocket. They gathered their plastic bags and made their way to the bathrooms to change. Damon handed Elena her bag and disappeared into the men's room.

Elena made her way to the ladies room where she promptly washed her face and ran her fingers through her hair, smoothing it. Staring at herself in the mirror, she thought briefly of the messes waiting for her at home. Stefan. Her car. Aunt Jenna was going to be furious with her….. Shaking her head, she pushed the thoughts away for the time being, not quite ready to deal with them yet.

She changed quickly and was grateful to be out of the clothes she had spent almost 48 hours in. Stuffing her dirty clothes into her now empty plastic bag, Elena exited the swinging door and found Damon leaning against the wall, waiting for her, looking like a bad boy from the 50's. He had rinsed the gasoline from his hair, and the water made it an inkier black. She couldn't recall having ever seen him in anything other than black and she was startled at how the white of his t-shirt made his eyes pop even more, an impossible shade of blue that she hadn't truly noticed before. He was gorgeous.

Those crystalline eyes fixed on her and he glanced at her outfit in appreciation. "I like you in black. Makes you look all naughty," he said devilishly, while waggling his eyebrows at her.

Her cheeks turned pink and she sighed walking past him, "Let's go James Dean."

"Pffft. I'm Brando, baby," he smiled as they walked out of the store and into the cool night air.

They put their soiled clothes into the trunk and settled back into the car, somewhat cleaner and more relaxed. As Damon pulled onto the highway, Elena began to fiddle the knobs on the radio. She searched through the stations until she found one that suited her mood and sat back as the sounds of "Smoke Gets In Your Eyes" filled the air around them.

Damon looked surprised as he watched her out of the corner of his eye, "The Platters, Elena, really? I must say, I am surprised. I had you pegged for a Beyonce/Taylor Swift kind of girl"

"Mmmmm...," she murmured noncommittally, "I like the oldies sometimes." She turned to him with a smile. "Besides, doesn't this bring back pleasant memories for you? Snacking on girls in twinsets and poodle skirts at sock hops?" she asked sarcastically.

"The bad boys didn't go to sock hops, Elena," he replied in a superior tone, "Those were for squares like Stefan."

The smile dropped from her face at the mention of her boyfriend's name. Was he still her boyfriend? An image of Katherine's picture flashed in her mind and she shuddered, feeling used and betrayed. Angry. Was she nothing more than a substitute? An imitation of the girl Stefan really wanted? Why was he _really_ with her? She closed her eyes and took a quiet breath, trying to get a grip on her tangled emotions.

Damon watched the obvious turmoil flit across her face with undisguised interest, "Now that we're such good friends, I just have to ask. How did you find out about Katherine?"

Elena was quiet for so long Damon thought she wasn't going to answer him. "I…I was in Stefan's room. We had just-," she broke off as she drew in a ragged breath and swiped quickly at the traitorous tear that rolled down her cheek. Composing herself, she continued, "Stefan went to get me glass of water. I wasn't snooping…..the picture was just lying on a table in plain sight."

A potent wave of unexpected jealousy ripped through Damon, as he filled in the blanks of what she had left unsaid. She had slept with Stefan. His fingers gripped the steering with brutal force as he struggled to keep his face expressionless and his voice level. "How did he explain himself?"

She raised her eyes from her lap at his question. "Um…I didn't really give him a chance to explain. I bolted. Besides," she continued, her voice rising, "what is there to explain? Obviously, he was only pursuing me because I look like _her_." The last word was spoken with thinly veiled venom.

The last thing he wanted to do was defend Stefan, but Damon simply couldn't bring himself to let her twist in the wind, thinking she was nothing but a poor man's Katherine. Not after tonight. Not after what she done for him. "Elena….while you do _look_ like Katherine, you could not be more different. Your personalities are polar opposites. I'm guessing that's what attracted Stefan – the differences, not the similarities."

"But I thought he loved her….you both did," she mused softly, a question in her voice.

"We did….. I do," he amended quietly. "Stefan moved on…with you."

She was quiet for awhile as she digested this new information, watching cars pass on the highway and listening to the radio. Her stomach growled, reminding her that she hadn't eaten in hours. Opening the box of Hostess treats; she pulled out two Ding Dongs and dug her soda out of the plastic bag sitting between her and Damon.

"Are you hungry?" she asked, hoping to lighten the mood and diffuse the tension that had permeated the atmosphere.

"What are you offering?" he replied, with a lingering look at her neck.

"Definitely not that." She pulled her hair over her shoulder, effectively blocking his view. She held up his box of Twinkies, "Want one?"

"I suppose," he exhaled in a resigned tone.

She opened the box and unwrapped the spongy golden treat before handing it to him. He ate it in two lightning fast bites, and gestured for another. This process was repeated four more times before Elena asked in an exasperated tone, "Do you just want me to unwrap them all?"

"No need to be sassy, Elena. That was my last one. I need to watch my girlish figure," he replied as he patted his flat muscled stomach.

She rolled her eyes in response and enjoyed her Ding Dongs in silence. The hours wore by in and Elena could spot the first hints of sunrise in the sky. The events of the past two days began to take a toll on her. Her eyelids grew heavy and she rested her head against the passenger window, trying to find a comfortable position so she could sleep. She felt Damon shift in the seat next to her and she opened her eyes.

"Here," he said, handing her a little blanket he had pulled from the backseat. It looked like the ones used on airplanes – thin blue fleece.

"Oh….thanks." She tucked it under her head. It smelled like Damon, a vague hint of some of expensive cologne and something else she couldn't put her finger on. Whatever it was, it was heavenly and she burrowed into it gratefully.

She had only been asleep for a short time when a nightmare consisting of black-booted feet striding towards her with deadly intent pulled her from her slumber with a startled gasp.

Damon's hand was curled around her wrist. "You okay?"

"Fine," she breathed out, her heart still racing. "Had a dream about the mystery man in the road. I'm fine."

"Mmmm." He gently released his hold on her. "We'll find him," he said with conviction, "You have nothing to worry about."

She sat up, giving up on sleep for the moment. She turned to Damon and put her hand on his forearm. She could feel tightly coiled muscle and power under her hand, somehow different from Stefan.

His eyes flitted to her hand before settling on her face. Her hand was so very soft and warm.

"Thank you, Damon…..for everything. Not just for pulling me out of my car and saving me from becoming some vampire's next meal," she shuddered and continued, "but for taking me on this trip with you. Even it _was _technically kidnapping." There was a hint of a smile on her face for that last part. She paused and removed her hand. "I needed to relax and let loose…..I didn't realize how much I needed that….," she finished quietly.

He gave her a genuine smile, a rarity from him. "Glad I could be of service." His sarcasm swiftly returned though. "Plus, you're quite the entertaining drunk. You were one tequila shot away from dancing on a tabletop. I should try to corrupt you more often."

She laughed. "Oh no. I'm firmly back on the wagon."

She settled back into her seat and watched the dawn break against the horizon. She had no idea what she was going to say to Stefan when they got home, but for some reason, it didn't seem quite so overwhelming anymore. She glanced over at Damon and hoped that their tenuous friendship could survive everything waiting for them back home.


	2. But Not Tonight

**Disclaimer**: Sadly, I do not own The Vampire Diaries, I just like to play with the characters.

**Author's Note**: This chapter follows Fool Me Once ( the tomb opening). Thank you so much to everyone who took the time to review, it greatly alleviated my posting anxiety. To Marcie and thebrokenheartscommittee - I couldn't reply to your reviews, but they were both so thoughtful.

Elena couldn't sleep. She had been lying awake for hours staring at Stefan's ceiling while he slept peacefully beside her. Her mind refused to shut off. The events of the last few days kept replaying on a constant loop. Poor Bonnie….. Her face had been a mask of gut-wrenching pain when last Elena saw her. Grams was gone. When the paramedics finally arrived, they had to pull her way from her grandmother's lifeless body. That had been two days ago. Elena was no stranger to grief and had called Bonnie several times since that night, hoping to offer some solace, but her phone went straight to voice mail every time.

And Damon….. The look in his eyes when he realized that Katherine wasn't in the tomb. His normally bright, insightful gaze was lifeless. Defeated. The hope that he could get her back had been fueling him for the past 145 years and now it had been extinguished. When she hugged him, he just seemed...empty. His obvious pain amplified ten-fold when he discovered Katherine had actually been free all this time, that she had left him willingly and seemingly without a second thought. He hadn't returned to the boarding house since that night, and although Damon could be a ruthless bastard, she couldn't help but worry about him.

The front door slammed, pulling her from her thoughts and she realized with a start that it must be Damon. She glanced over at Stefan, wondering if the noise had roused him, but he was still sleeping soundly. She tried again to fall asleep but concern and curiosity won out. Carefully, she extricated herself from the tangled sheets and tried to be as quiet as possible as she made her way downstairs in her pajama shorts and tank top. She paused at the entrance to the study where she found him standing, staring at the flames in the fireplace, a tumbler of scotch in his hand.

"You're not nearly as stealthy as you think you are, Elena," he murmured without turning around.

She walked in and sat on the couch, tucking her bare legs underneath her. "Where have you been?" She asked in a hushed tone, feeling the need to be quiet in the middle of the night.

"Around." He drained his glass and poured himself another. Taking a seat on the opposite end of the couch, he fixed her with one of his patented stares, designed to throw her off balance. "What are you doing up at this hour? Shouldn't you be snuggled up to my boring brother, dreaming about rainbows and unicorns?"

She glared at him briefly, before deciding to ignore his antagonizing comment. "I couldn't sleep." She shifted so she was facing him, leaning forward slightly. "Are you okay?"

His face went dark for a moment before a he gave her a fake smile, his eyes devoid of emotion. "I'm great. Now that I know Katherine is nothing but a manipulative little bitch, I can finally move on." He took a large gulp of scotch. "Hey, I know! Maybe you can hook me up with one of your friends and we can double with you and Stefan."

Elena rolled her eyes at him and walked over to the drink cart, pouring a small amount of scotch into a glass. Damon watched this development with obvious interest and smiled. "Elena! I'm shocked – drinking on a school night? I've been a bad influence on you."

She moved back to the sofa and sat down. "Well, it'll make you easier to deal with and it might help me sleep. Win win." She raised her glass in a mock toast and took a sip. She sputtered and coughed as the burning liquid hit the back of her throat. Her face twisted in disgust, and she held the glass away from her like it contained the Ebola virus. "Ew! This stuff is terrible! How do you drink it all the time?"

Damon laughed and stood, taking the glass from her hand. "Let me fix you something that's a little more teenage girl friendly." He moved back to the bar and Elena watched his precise, graceful movements as he mixed her a new drink. "Try this." He handed her a tall glass filled with a pinkish liquid, topped with a cherry.

Taking a hesitant sip, her eyes lit up. "This is delicious – what is it?"

He flopped back down on the sofa with a smirk. "Shirley Temple."

"I'm not a child, Damon." She scowled at him before she took another gulp. "But this _is_ really good," she mumbled to herself.

They sipped their drinks for a few minutes before Damon broke the silence. "I should have known she wasn't in that tomb," he said in a soft voice, barely above a whisper. "Katherine was cunning and resourceful...of course she figured out a way to save herself." He paused, his eyes flashing to Elena briefly before refocusing his gaze on the fire. "I loved her. My mistake was believing she returned the sentiment." He smiled bitterly before tipping his head back and emptying his drink. He slammed his glass down on the table beside him and closed his eyes, leaning back against the sofa.

Elena set her drink down and moved until she was standing directly in front of him. She bent at the waist and put her hands on either side of Damon's face, fingers tangling in his silky black hair, anchoring him in place. His eyes opened and flew to hers, intense and simmering with something other than the hollow despair she had seen earlier. He was stone still, waiting to see what she would do next. Her palms were warm against his cheeks as she looked into his eyes with the softest expression he had ever seen. "I'm sorry, Damon. She didn't deserve your love." She leaned forward slowly and placed a feather light kiss against his cheek.

The moment her lips touched his skin, all thoughts of Katherine flew out of head, washed away by a powerful wave of affection for Elena. It was probably the most chaste kiss he'd ever received, but he couldn't remember the last time he had been so affected by such an innocent gesture. It had been _so long _since anyone had expressed genuine concern for him, let alone tried to offer him comfort. He knew it was his own fault that people kept him at arm's length. He was certainly no _Saint Stefan_. The fact that Elena looked past his many transgressions, if only for a moment, made his chest constrict and he fought the urge to pull her into his lap and hold her to him.

His skin was smooth and soft under her lips and Elena released a shuddering breath against his cheek before she pulled back. She had no idea what had possessed her to do that. She just hated seeing him so broken. Pulling back slowly, she met his eyes, and the mood instantly shifted from something warm and affectionate to being charged with electricity. Her heart thundered in her chest and her breathing sped up as they gazed at each other. Damon's eyes darted from her eyes to her lips and back again. She leaned forward a fraction of an inch, lips parting, before she caught herself and jerked upright, nervously fingering her necklace, looking anywhere but him.

"Um, I ….I should probably go back to bed," she muttered, turning to leave the room.

"Elena?"

"Yes?" she had stopped, but she hadn't turned to face him. He said nothing, and she pivoted on her heel, facing him. "What?"

His eyes bored into hers, trying to re-establish the connection that had been burning between them only a moment before, but Elena had closed herself off, frightened of what she had almost done. He could see the anxiety in her eyes and knew that nothing more was going to happen tonight.

Sighing in defeat, he turned back to the fire. "Nothing. Good night."

He listened to her footsteps retreat and head up the stairs. Something had shifted between them. Before she pulled away, she was going to kiss him, he was sure of it. It had taken every ounce of self-control he possessed not to close the distance between them and make the decision for her. Now that the door had been opened between them, Damon was damn sure going to figure out a way to get through it.

The torch he had spent 145 years carrying for Katherine had been effectively snuffed out. After two days of drinking and re-hashing every moment they had shared, he had finally come to a conclusion If he ever crossed paths with that traitorous little bitch again, he'd find a way to make to her suffer for the sickening heartache she had inflicted upon him.

His thoughts drifted back to Elena. He knew she felt something for him. Something other than friendly concern for her boyfriend's brother. Next time he wouldn't let her off the hook quite so easily.


	3. Regret

Disclaimer - I do not own The Vampire Diaries, if I did it would just be the Naked Damon Hour and hey, who wants that?

Author's Note: I am seriously blown away by how many people have read my little story, and a special thanks to everyone who took the time to comment. The following chapter takes place after A Few Good Men, picking up directly after Elena calls Isobel. Also, I have changed the rating to M, eventually for sexy fun, but for language right now.

Damon had to see her. He couldn't just leave things like that with her. Not after everything had been going so well between them. When Elena had come to the boarding house that morning, she had confided in him, she had wanted to tell him about her birth mother. He had even sensed her arousal as she buttoned up his shirt, the slight dilation of her pupils; her breaths weren't as steady….

Then, of course, he fucked it up.

He couldn't resist taunting Alaric – throwing his liaison with Isobel in his face was just too much fun. It was delightful watching him squirm under the lights, all that rage building while trying to maintain a cool exterior in front of the crowd. He smiled at the memory. His buoyant mood had been shattered when Elena confronted him, betrayal flashing in her dark eyes. Seriously, what were the odds? How the hell was he supposed to know that Isobel had been her mother?

Stefan had known. Obviously. He'd deal with him later. Damon had more urgent matters to attend to at the moment.

Silently, he scaled the wall and found her sitting on her bed, clutching a cell phone that was definitely not her own. Vaulting over the windowsill, he met her surprised eyes as he stood at the foot of her bed.

"Elena –"

Surprise quickly gave way to anger. "Get out," she ground out through clenched teeth.

He flopped carelessly onto the bed beside her, hands folded behind his head. "No. Not until we straighten this out."

Elena stood and looked at him with astonishment. "'Straighten this out?' What is there to straighten out, Damon?" Her voice rose with every syllable. "You killed my birth mother! You _turned_ her!"

Damon launched himself off the bed and quickly shut Elena's door before planting himself in front of her, inches from her face. "She _came to me_, Elena. She _wanted_ me to turn her," he whispered furiously.

"No.." Her eyes rounded in an almost comical fashion.

"Yes."

She reeled back and sat on her bed, breath leaving her in a rush. "Why would she….why?" Her voice broke as she looked at him with tears brimming in her eyes.

Damon knelt in front of her and put his hands on either side of her legs, trapping her in front of him. The last thing he wanted to do was cause her further pain, but he refused to lie to her or sugarcoat the situation. Elena wasn't the delicate flower that Stefan made her out to be, she was a feisty little warrior – she could handle the truth.

He took a deep breath before he answered her. "Isobel knew all about vampires – everything. She had learned about me through a friend." Damon saw the question in her eyes and beat her to it. "And no, I don't know who that friend was. She said that she wanted it. That she _needed_ it." Pausing briefly, his eyes scanned her face, trying to read her emotions, but her expression was blank. "She was dissatisfied with her life and had convinced herself that becoming a vampire was the answer to whatever she had been searching for." He looked away from her and focused on a piece of lint on the carpet. "She was very…. persuasive."

Elena nodded. Her eyes were fixed on some point over Damon's shoulder and her voice was tremulous when she finally spoke a moment later. "It's just….," she drew in a ragged breath before starting over. "I liked the idea of having a mother out there somewhere. Sometimes I miss my parents so much it feels like I can hardly breathe." Her hands fluttered to her throat before resting in her lap again. Meeting Damon's eyes, she continued. "I guess I didn't realize how much I had been hoping to find her, maybe even have some sort of relationship with her." The tears that had been threatening to fall finally spilled over. "That's not a possibility now."

Damon placed his hands on her flushed cheeks and brushed her tears away with his thumbs. "I'm sorry Elena," he said softly. "I can't change what happened with Isobel, what I did, but it was before I knew you." Those stunning blue eyes stared into hers imploringly. "I wouldn't intentionally hurt you, Elena. Not now that I... know you. You believe that, don't you?"

His face was serious, no hint of the cocky sarcasm that seemed permanently etched there, those amazing eyes begging her to see the truth in his words. The cool and gentle hands against her cheeks had a calming effect on her and surprising herself, she answered, "Yes….yes, I do." Damon pulled back a bit at that, clearly expecting a different answer.

He stood and walking to the other side bed, resumed the comfortable position he had taken earlier. "Good."

Picking up the phone she had forgotten about when he arrived, she tossed it in his direction. He caught it in a smooth motion and glanced at it. "Whose phone is this?"

"It belonged to Isobel's lackey – the guy who flung himself in front of a truck after telling me not to look for her." She pushed her dark hear behind her ears and met Damon's gaze. "I hit redial. She answered – thought it was him. She hung up when she realized it wasn't."

Damon's face was cautious, but Elena thought she detected a hint of apprehension. "Did she know it was you?"

She nodded, "I think so."

"Shit – Elena, you need to leave this alone." He pocketed the phone, he'd see if he could get any information off of it later. "She obviously doesn't want you to find her – I think that message was pretty clear."

Elena flinched at his words and Damon softened his tone, "Think about it, Elena. She had a guy kamikaze himself right in front of you. Do really want to find out what else she's capable of?"

"I suppose you're right. I'll let it go…..for now."

He smiled smugly, "Two of my favorite words. Of course I'm right."

Cocky bastard. "You're not exactly off the hook yet, Damon. You should apologize to Mr. Saltzman." He smirked at her and raised his eyebrows. "That was a crappy thing to do to him."

"I'll be sure to express my sincere regret the next time I see him," he replied in a sarcastic tone. Damn teacher and that stupid ring…. Damon hoped he wouldn't be a problem.

"Funny, you don't sound the least bit sorry."

"I'm crying on the inside," he replied snarkily, while reaching for her journal on her bedside table.

"Hey!" Quicker than he thought possible she snatched it from his hand and clutched it to her chest. She put it in the top drawer of her dresser and shut it firmly, looking at him pointedly.

He shrugged. "Elena, I have no interest in reading your angst-ridden ramblings about my less handsome, far less interesting brother," he said with a charming smile.

She rolled her eyes. "If you're going to hang out for awhile, get your shoes off my comforter."

Damon sat up and removed his shoes. "Are we having a slumber party?" He flopped back on her bed. "I'm all for topless pillow fights, but I draw the line at facials."

She laughed despite herself. "What is it with guys? What did you all watch that gave you this warped impression of girls' sleepovers?"

"Personally, I blame _Animal House_." He drummed his fingers against his chest and heaved out a sigh. "Wouldn't your aunt be scandalized to find an older man in your room? Especially one, as she so accurately put, as 'ridiculously hot' as myself?"

"She's asleep. And you're not spending the night. There'd be no room for me on that bed with you and your gigantic ego." Elena pulled her pajamas out of her dresser. "Can you behave for five minutes while I get ready for bed, or do I have to kick you out now?"

"I'll be a choir boy," he promised with a sinful grin.

The sight of him smiling at her from her bed made her stomach clench. He really was beautiful – all long lines and lean muscle, and that face… Elena had found herself thinking about him with increasing frequency after the incident in the study. Occasionally, she had let herself fantasize about what would have happened if she hadn't stopped herself. If she had let herself kiss him. Heat pooled inside her at the thought. Damon simply radiated sexuality – kissing him would certainly be very different from her experiences with Stefan.

Shaking herself out of her deviant thoughts, Elena disappeared into the bathroom and sped through her nightly rituals. She emerged five minutes later – face washed, teeth brushed and clad in her most modest pajamas which were black flannel sleep pants and a white t-shirt.

He was still lying on top of her bed, her well worn copy of _Little Women_ in his hands. "Ugh…..Jo. Why would she pick that boring professor guy when she could have Laurie? At least he was fun. Makes no sense."

She laughed and pulled back the covers, crawling into bed. Taking the book from him, she flipped to front page. "My mom gave me this book for my birthday one year – it was one of our favorites." She handed it back to him so he could read the inscription. "She always said the same thing, that Jo made the wrong choice."

When she laid down, her head hitting the soft pillow, she realized how truly exhausted she was. "Hey, I forgot to ask - who won you at the raffle?" she asked with a smile.

Rolling his eyes, he set the book down and faced her. "Mrs. Lockwood. And she seemed very...eager to get me alone." He was not looking forward to fulfilling his commitment. Spending an evening fending off a cougar wasn't high on his list of priorities. Perhaps he could just compel her - make her think he'd given her a good time...

Elena laughed quietly, trying to stifle a yawn. "I bet she rigged it. She was drooling over you all night."

"Can you blame her?"

"Mmm..." Elena murmured. She shut her eyes just for moment, and couldn't find the strength to open them again.

Damon watched as her breathing evened out and deepened, she was asleep. He turned off the lamp on the bedside table. Lying down, he faced her, watching her sleep, enjoying the intimacy of the moment, relishing the fact that she trusted him enough to fall asleep in his presence. He so rarely got to be alone with her….

Not wanting to breach the fragile trust they had forged, he shifted to move off the bed. Her hand on his arm stopped him. "…Damon?"

"Hmm?" He laid back down. Her eyes were open, sleepy but focused on his.

"I'm glad you came by tonight. I needed to know about Isobel." Her eyes closed and her hand dropped from his arm. "Thank you for being honest with me."

He smiled into the darkness."Goodnight, Elena." He pressed a kiss to her silky cheek and slid out of the bed

Her heart stuttered in her chest at the contact and she opened her eyes, wide awake now, but he was already gone.


	4. Close To Me

**Disclaimer**: I do not The Vampire Diaries, or any of its characters.

**Author's note:** I continue to be amazed and delighted at the responses this story has generated. Thank you to everyone who reviewed. The following chapter takes place directly after the final scene in Miss Mystic Falls.

He had indulged her long enough. They had been sitting on the floor in front of Stefan's makeshift prison for over an hour. Elena had kept her gaze focused on the door, waiting for any sound or hint of movement. Damon knew she was suffering from some completely misplaced feeling of guilt and that keeping vigil was somehow easing her conscience. But enough was enough.

He stood abruptly, extending his hand to her. "Come on. You can't sit here all night - this is ridiculous."

"You can go. No one's forcing you to stay down here, Damon," she said, ignoring his hand. "I'm not leaving."

So damn stubborn. Heaving an exasperated sigh, he knelt in front of her, capturing her attention. "Elena. We pumped him full of enough vervain to keep him out for another eight hours - at least." He could see her resolve wavering. "Come upstairs with me and have something to eat. Get some rest. If he so much as rolls over, I'll hear it and we can be right back down here." He rose and extended his hand to her a second time.

"Fine." Slipping her hand into his, she was easily pulled from the floor as he smiled at her acquiescence. "You promise you'll tell me if you hear anything? Even if I'm asleep?"

"_Especially_ if you're asleep," he replied with a cocky grin and smoldering eyes. "Imagine how much fun I can have waking you up."

"Sorry I asked," she muttered as he led her up the stairs, keeping her hand firmly tucked in his.

The stairs led to kitchen and Damon released her hand with a reassuring squeeze as he walked over to the fridge, Elena trailing behind him. "What do you have to eat?"

"Hmmmm...looks like wine and baking soda. I think we have something..." He closed the door to the fridge and opened the freezer. "Ha! Frozen pizza and..." He paused, searching behind the ice cube trays. "My emergency blood supply," he finished victoriously, holding the last two bags of blood in the house. Generally they kept the blood in the freezer downstairs, but Damon had stashed a couple in the main kitchen, just in case. Thankfully, he hadn't told Stefan. He placed their respective dinners on the counter and set the temperature on the stove to preheat.

Elena picked up the frozen blood. "Do you want me to defrost these?"

"It doesn't gross you out?" he asked, a quizzical expression on his face.

She shrugged. "Sort of." After putting the bags in the microwave and setting the time, she turned to him. "It doesn't bother me as much as it used to. I think I'm becoming desensitized."

She crossed the kitchen and stopped in front of him. "In all the confusion today, I forgot to thank you for stepping in for Stefan as my escort." Her mind flitted to the brief moment of panic she had experienced when she had descended the stairs with no Stefan in sight. Shaking her head, she continued, "That could've been really humiliating." She smiled gratefully. "Thank you."

Damon had been the perfect escort. He knew all of the rituals, had displayed perfect etiquette, and was an amazing dance partner…. When she was dancing with him, she had completely forgotten about Stefan. There was something all-consuming about Damon when his attention and intensity was focused solely on her. It used to frighten her, but now... It had been thrilling.

"It was my pleasure." And it really was.

She had looked absolutely beautiful in her blue silk dress. He remembered why he had liked dancing so much in his human days. In those days, when propriety reigned supreme, dancing was one of the few opportunities that allowed you to be close to the opposite sex. As such, he had mastered it. Dancing with Elena had resurrected those long forgotten feelings. When just having your hand on a pretty girl's waist could set your pulse racing. Her eyes had been fixed on him, the same fire burning within them he had seen that night in the study. He could barely stop himself from dragging her into some empty room, pushing her up against a wall, sliding his tongue into her mouth, and shoving that blue silk up her thighs until...

The microwave dinged, dragging him from his x-rated thoughts and Elena spun away. Pulling the warm bags out she asked, "Do you want this in a glass or do you want to just rip through the bag?"

He threw a sour look in her direction. "A glass, Elena. I'm not a savage."

Opening the cupboard, she found a selection of lovely crystal stemware...and one plastic cup featuring SpongeBob SquarePants? How the hell had that ended up in here? Smiling to herself, she grabbed it and wrinkled her nose as she emptied the bags into it.

Damon had just put the pizza in the oven when she presented the glass to him, grinning widely. "Dinner is served."

His eyes flicked from the plastic cup to her smug grin. Bitch. "Well aren't you a regular Donna Reed?" He removed it from her hand and took a drink.

"Where did that cup come from? It doesn't really seem like your style."

"I stole it from the toddler I had for lunch last week."

"You're not funny."

"Yes, I am."

Rolling her eyes, she turned away from him and picked out plates from the cupboard. "Do you think he's going to be okay?" she asked in a soft voice, eyes on the plates in her hands.

Damon walked over to her and put his finger under her chin, forcing her to meet his gaze. "He'll be fine, Elena. It's just going to take some time for the human blood to leave his system."

"Is it always going to be like this? I'm afraid I'm always going to be on edge now, waiting for him to lose control. Slip up." The prospect was exhausting emotionally. The Stefan who drank human blood was a very different Stefan from the person she had fallen in love with. He was a loose cannon with no impulse control.

Damon took a step back. "I can't answer that. I'm many things, Elena – gorgeous, charming, and outrageously sexy – however I am not omniscient."

They ate and cleaned up the kitchen in relative silence. Elena was tired, but still felt the need to unwind a bit. She made her way to the study and scanned the shelves, looking for something to read. She selected a book of English poems; it had a beautiful cover and looked like an antique. Curling up on the couch she opened it, flipping through the thin pages with care.

"That belonged to my mother." Damon was leaning over the back of the couch, peering at the book over her shoulder. "It's one of the few the possessions of hers I still have," he said quietly, running his finger along the edge of a delicate page.

Feeling guilty for touching something that was obviously precious to him, she closed it carefully and moved to put it back on the shelf. "I'm sorry. I didn't know –"

Damon halted her movement by placing his hand on her shoulder. "Elena. You're more than welcome to read it."

She sat back down on the couch and watched him fix a drink. "What was your mother like? I don't recall Stefan ever mentioning her."

He smiled to himself, and sat down next to her, glass in hand. "She was very warm and vivacious. Loving." He paused, as if contemplating whether or not he should continue. "She died when I was twelve. I came down with typhoid fever. I got better…..and she got sick." He finished his drink. "My father blamed me for her death. He never actually came out and said it, but it was always there, beneath the surface." His jaw was tight and the emotion in his eyes was a mixture of sadness tinged with anger.

Leaning closer to him, her dark hair brushed over his arm. She had to resist the urge to reach out and touch his jaw, smooth away the tension she saw there. "Damon, your mother's death was not your fault. I'm sure your father knew that."

Hard eyes met hers briefly. "No. He did not."

Finally noticing her proximity, his mood shifted, relaxed. He would not waste time dwelling on the past. Not when what he wanted was very much in the present and seated next to him. He tilted his head towards hers. "So how should we pass the time? Truth or Dare?" Moving even closer he smirked. "Naked Twister?"

She sighed internally. Apparently, sharing time was over. "I think I'll pass." She rose from the couch. "I'm going to try to get some sleep. You'll wake me up if he comes around?"

"Scout's honor," he replied, holding up his hand in the accompanying gesture.

"Night." She left the room carrying his mother's book.

Several hours later, Elena felt herself being unwillingly pulled towards consciousness. She fought against the unseen force and buried her face deeper into her pillow.

Damon pushed her satiny hair off her cheek before sliding his arm around her waist. He tugged her forward slightly, until a scant few inches separated them. "Wake up, Elena," He said softly, for the third time.

Her eyes flew open and with a startled gasp she met Damon's amused gaze. Reflexively, she tried to move back a bit, but his arm tightened around her like an iron band. "What are you doing?" He was much too close and smelled far too good.

He smiled lazily and released his hold on her. He didn't pull away completely, merely shifted so that his long fingers rested lightly on her waist. "Keeping my promise. Stefan woke up." Those fingers held her in place gently as she moved to get up. "It was brief – not more than a minute. He passed out again."

"Then why did you wake me up? And why are you in bed with me?" Her eyes shifted downward and widened. He wasn't wearing a shirt. Against her will, her eyes traced the curve of his pectoral.

"Ah – you said to wake you 'if he came around'. You should have clarified." Damon moved closer, she could feel his warm breath on her lips." As for the other part…..I warned you I'd have fun waking you up." He tilted his head slightly, as if listening to something. He grinned and narrowed his eyes, "Your heart is pounding like a jackhammer. Do I make you nervous?"

Yes.

"No! You just startled me." Her face flushed red. "Plus, you seem to have no regard for anyone's personal space." Her hand landed against his abdomen, fingertips pressing into his soft skin and hard muscle for just a second longer than was appropriate, before she pushed him away.

He rolled onto his back and turned his head to look at her, eyebrows raised in disbelief. "Pffft. Who wouldn't want me in their personal space?"

Smiling at his blatant arrogance, she rolled her eyes at him. "Bye, Damon."

Groaning, he climbed out of the bed and disappeared. Her hair ruffled and shivers exploded down her spine as he whispered, "Bye, Elena," into the back of her neck. Chuckling, he shut the door.

Sleep was elusive after that. It was becoming increasingly difficult to ignore her body's reaction when Damon was near. She should most definitely _**not**_ be having these feelings. She was in love with Stefan. Wasn't she?

She rolled over to the spot Damon had vacated and crushed her face into the pillow. It smelled like him. She was asleep within seconds.


	5. Possession

**Disclaimer**: I do not The Vampire Diaries, or any it's characters. I do so enjoy playing with them though.

**Authors Note**: I know I sound like a broken record, but I genuinely appreciate everyone who reads this story and takes the time to review. The following chapter takes place after Blood Brothers, and it is with this chapter that I begin to take artistic license and veer away from canon.

* * *

Elena slipped out of the boarding house in the quiet hour before dawn. Her mind was a jumbled mess of conflicting emotions. Stefan had been curled around her like a straightjacket; the weight of his body was suffocating and she couldn't think clearly. She needed space to sort everything out. Reaching the end of the driveway, she glanced back at the house and kept walking.

After learning the horrible truth about how Damon had come to be a vampire, her brain had jumped into overdrive. Like tumblers clicking into place – it explained so much. The perpetual resentment he carried, the anger towards Stefan, even his occasional fuck-it-all attitude now made sense to her.

The more she thought about it, the worse she felt. Pain twisted in her gut and her heart clenched as she assembled the puzzle pieces that Damon was comprised of. His father had shunted him aside for most of his life in favor of Stefan and then shot him, the only girl he ever loved had decided that he wasn't enough for her, and his only brother had wronged him in the worst possible way. Oh God…. She would never condone the way he'd spent the last 145 years of his existence, but at least now she could truly understand why he would choose to shut off his emotions. Who in their right mind would ever want to feel that much loneliness and loss if they didn't have to?

And Stefan…. Did she even really know him? She felt like she only knew one side – the side that fought against his true nature as a vampire. If he had to expend so much energy to repress a huge part of himself, how could they ever truly be free to love each other completely? Damon had told her that Stefan was a completely different person when he drank human blood. The few glimpses she had seen in the last week had certainly proven his assertion. Was she supposed to only love one half of him? How was that fair to either of them?

Without any conscious thought, her feet had taken her back to the quarry.

She wasn't alone. Damon was sitting on the grass, face turned toward the horizon. The first hint of dawn was trying to break through. It had been strange seeing him earlier when she had returned to the boarding house with Stefan. There had been something in his eyes that made her feel guilty. Traitorous. It had made her drop Stefan's hand and excuse herself from the room.

She made her way to him slowly and sat down beside him on the dewy grass. "Hey."

"Were you looking for me?" his voice was tense and he didn't turn to face her when he spoke.

The setting of the quarry and the tone in his voice set off an alarm within her. Panicked, she groped for his hand, grabbing it and yanking it to her face, looking for his ring in the dim light. It was there. She exhaled deeply, and the lump that had formed in her throat receded. Keeping his hand clutched between hers, she met his incredulous gaze. "No, I wasn't looking for you, but I'm glad you're here," she said, her voice thin.

Her obvious concern pleased him and he smiled at her indulgently. "I'm not my broody brother, Elena. I wasn't planning on taking a fire bath this morning."

She chuckled humorlessly and released his hand. "I know. It's just ….this place and it's almost dawn..," she gestured at the sky. "I know you wouldn't do that." She glanced around her. It looked different in the morning. "Why did you come here?"

"Why did _you _come here?" he deflected.

"I just couldn't be…._there_ anymore. I needed to clear my head."

"Mmmhmm." He nodded and watched her out of the corner if his eye. Something was off. Stefan had kicked his habit and was back to his melancholy self. She had gotten what she wanted. Shouldn't she be happier?

She plucked at the wet grass next to her and cleared her throat. "Um…I'm sorry about what I said last night. About you making things worse for Stefan." She wiped her hands on her jeans. "Now that I know the whole story, I can understand why you'd harbor some resentment."

He laughed. "_Some_ _resentment_? That's putting it mildly…"

They were quiet for a moment and she shivered, the early morning cold too much for her. She stood, wiping at her now dirty pants. "I think I'm gonna head back. Are you coming?"

"Not yet. I want to sit here for awhile."

"Okay." Elena began to walk away and stopped, remembering a comment he had made last night. Impulsively, she moved back to him and dropped to her knees behind him, curling her arms around his shoulders.

He stiffened for a second and then relaxed into her embrace.

She tucked her chin over his shoulder, her face next to his when she spoke softly. "You said you didn't have any friends." Her arms tightened around him and turning into his neck, she inhaled. "That's not true. I'm your friend." She gave into temptation for an instant and ran her lips against the column of his throat as she pulled away, hoping the movement would mask her truer intention. It wasn't a kiss….

Damon's carefully controlled restraint snapped when he felt her lips against his neck. In the blink of an eye, he had her pressed into the grass, his powerful body stretched on top her softer form. Putting his weight on his forearms, he bracketed her in. His eyes bored into hers and what he saw reflected there spiked his lust to meteoric heights. She wanted him. Unable to stop himself, he pushed his hips into her, letting her feel his hard length.

Her eyes closed of their own volition and her head flew back, a low womanly moan escaping her mouth. Damon took advantage of what she was offering and dropped his head to her neck. Mimicking what she had done to him, he ran his lips along the soft skin of her throat. Not kissing, just caressing her with his lips. He moved from beneath her ear, down slowly to the base of her throat. Inhaling her scent, he continued his trek before finishing on the opposite side. Her breaths had become low and shallow and her hands were at his waist, fingernails digging into the fabric of his shirt.

His warm breath in her ear made her shudder as he whispered, "Is that what we are, Elena? Friends?"

That question, asked in a husky voice, pulled her out the erotic trance she had fallen into. What the hell was she doing? She didn't want to be another Katherine, toying with him and Stefan. She squeezed her eyes shut and turned her head, voice breaking as she answered, "….Yes."

Before she could even open her eyes, Damon was off of her. She choked back a sob as she stood up and the tears fell from her eyes. He walked back to her swiftly and lowered his forehead to hers. Tangling his fingers in her silky hair, his icy blue eyes were still filled with passion as he replied to her in a low voice, "You keep telling yourself that."

Then he was gone.

She slowly made her way back to the boarding house. Stefan would be up soon, wondering where she was…. She got into her car and drove home.


	6. Only You

**Disclaimer**: Sadly, I don not own The Vampire Diaries. I just like to play with Damon and Elena.

**Authors Note**: I continue to be overwhelmed by the amazing responses this story had generated. Thank you, wonderful readers. This chapter takes place after Isobel.

* * *

This whole situation was fucked. Furious, he flung his half-full glass at his bedroom wall, shattering it with a loud crack. That bitch... That wretched little bitch had told Elena that he was in love with her. In front of Stefan, no less. Then she had twisted the knife even deeper into his back by telling Elena that he and Stefan would "doom" her. What a crock of shit. He would _never_ hurt her.

The whole incident had caught him off guard, leaving him exposed. He had tried in vain to keep the shock from his face, but Stefan obviously hadn't been fooled. His little speech about history repeating itself had proven that much. But Elena… When she had looked at him over Stefan's shoulder, her face had been unreadable.

His phone rang. Still seething, he answered it without checking the caller ID, huffing out an irritated, "What?"

"Damon?"

Elena. Shit.

Shifting gears, he fell back on his tried and true method of interaction with her – cocky, self-assured flirting. "Elena, a late night phone call?" He flopped onto his bed. "Is this going to delve into naughty territory? Cause if it is, I have to warn you, I charge by the minute."

She wasn't taking the bait. "I need to talk to you."

"We are talking."

"Not on the phone, in person. Are you at home?"

Her voice sounded strange, tense. He had a feeling this would not be a pleasant conversation. Resigned to the situation he simply answered, "Yes."

"I'm coming over." She hung up without saying goodbye.

* * *

Elena had been unable to think of anything other than Isobel's declaration that Damon was in love with her since their meeting six hours ago. Her heart had stopped at the words and in the infinite second after she heard it, she knew she wanted it to be true. She wanted him to love her.

She had felt like a liar when she hugged Stefan. The feelings that she had for him had diminished. While she still loved him, she now realized that she was no longer _in_ love with him. Her eyes had clashed with Damon's and she was overwhelmed by what she saw in those hypnotic blue eyes. Like a coward, she had turned away and buried her head against Stefan's chest.

She would not be another Katherine, stringing them both along. This ended now.

* * *

He was downstairs, working on his third drink by the time she arrived. He heard her open the front door and listened as her footsteps followed the sound of his clinking glass into the study. She stood at the entrance of room, hesitant, clasping her hands together in an anxious gesture.

He leaned against the wall, rows of books at his back and regarded her with interest as he sipped his drink. "I'm sure you didn't come all the way out here to just stand in a doorway. You said you wanted to talk. So talk"

She moved into the study and set her keys down on a table. It sounded very loud to her ears. Partially closing the distance between them, she pushed her hair behind her ears and spoke carefully. "I wanted to talk to you about what…about what Isobel said." She finally found the strength to look him in the eyes, but they betrayed nothing. His face was expressionless, calm.

Damon pushed off the wall with the sigh. "You can save the speech, Elena. Stefan beat you to it." He glanced at her as he freshened his drink.

Her eyes were huge and her voice was bordering on panicked when she replied, "Beat me to what?"

"You know, the whole 'Elena considers you a friend, this will not be a repeat of what happened with Katherine' speech." He watched as she seemed to relax slightly, as if relieved that she wouldn't have to let him down gently. It pissed him off and tried to keep the venom in his voice at bay. "Don't worry. I got the message loud and clear the other morning. Friends, right?" He raised the glass to her with a sneer and quickly emptied it.

She took a cautious step forward. "Actually, that's not what I was going to say at all." Gently, she pried the glass from his hand and set it down on the bar. "Although he was right about one thing. This will not be a repeat of what happened with Katherine."

She moved forward another step, planting herself in front of him. Raising her eyes to his she said, "I broke up with Stefan tonight." She held his gaze as his eyes widened. "I can't be with him anymore. We weren't…..right."

Stunned, Damon took a step back. His back hit the wall and his eyes were brimming with confused intensity as they focused on hers and asked, "What are you talking about? I thought you two were a regular Edward and Bella," he said with a smirk.

She shrugged stiffly and her eyes were tumultuous as she replied, "Things aren't always as rosy as they seem."

Advancing on him again, they were separated by the narrowest of spaces. "Also, I was wrong about something," she said quietly. "We're not just friends." His eyes darkened as she closed the small between them, pressing against him from chest to knees. She gathered up every ounce of courage she had left, determined to say what she had come here to say. Staring into his astonished eyes, she breathed against his lips, "I'm in love with you." Brushing her lips against his, she kissed him.

The kiss she initiated was so soft; capturing his full lower lip between both of hers, but Damon quickly took over. One arm curled around her narrow waist and his other hand tangled in hair. Tilting her head to an angle that suited him, Damon slanted his mouth over hers, tongue sliding over her lower lip. Elena moaned, opening her mouth and Damon took full advantage, slipping in, stroking her tongue languidly with his.

The moment Damon returned her kiss; Elena lost all touch with reality. The world dropped away; there was nothing but the press of his lips on hers, the skilled slide of his tongue. While his mouth was surprisingly gentle on hers, the passion behind it was making her knees weak. She made a soft sound in the back of her throat and tried desperately to get closer to him. Twining her arms around his neck, she pushed deeper into him, her breasts flattening against his muscled chest. She sunk her fingers in his hair, keeping him where she wanted him.

Groaning, Damon hauled her closer, but it wasn't enough. He wanted to be on her, _in her_. Using his superior strength, he turned them, pressing Elena to the wall. Moving his hands to her waist, he slid her up the wall and her legs wrapped around him automatically. Breaking the kiss, he tried to reign in his raging libido. He needed to see her eyes, he had heard her words, but he had yet to absorb them, believe them.

Her glossy eyes were fixed on his swollen mouth, confused. Why had he stopped kissing her? Her eyes flipped up to his and she was momentarily distracted by their beauty. His pupils had dilated so wide, there was only thin band of crystal blue visible and she had never truly noticed how thick his black lashes were. Forcing herself to focus, she cupped his jaw and brushed her thumb over his bottom lip. "Damon…?" she asked quietly.

His hands tightened on her waist and he pinned her with his gaze. "Say it again." His voice was low, rough. "Tell me."

Understanding what he needed, Elena's hand moved up the planes of his face, caressing his cheekbone. Staring directly into his eyes, she spoke with complete conviction. "I love you, Damon." Her free hand dug into bicep and her legs tightened around his waist. "I'm in love with you," she whispered, shaking slightly, the intensity of the moment making her feel extremely fragile and vulnerable.

The gaping hole in Damon's heart, the one he wasn't aware even existed, closed at her words. Mended. She meant it. He could see the truth in her eyes and feel it in the desperate way her body clung to his. His arms snaked around her waist hugging her, securing her to him. Tipping his head to hers, he stared into her deep brown eyes and spoke the words he never thought he would be able to say to her. "I love you, Elena. I _need _you."

His eyes clung to hers and Elena knew she had made the right choice. This was where she belonged. Damon would never lie to her, never treat her like a fragile china doll. She could be herself, knowing he would never judge her. She smiled and relaxed, releasing the breath she been holding while she waited for his response.

Their next kiss was not gentle. Their mouths met in the middle, tongues clashing, teeth nipping at plump lips. Elena pulled away to suck in a ragged breath and Damon kissed his way down her neck, stopping to suck lightly on her pulse point. Unable to resist, his hand slid up over her shirt to cup her breast. He squeezed gently and ran his thumb over her nipple, barely grazing it. Elena's head dropped back and she moaned at his teasing caress. Delighted at her response, he smirked and licked a slow, wet path up her neck.

"If you don't tell me stop, I'm not going to be able to," he said against her ear before running his tongue along the shell of it. Her body erupted in shivers and she tugged his mouth back to hers.

"I don't want to stop." Now that she knew what it was like to kiss him, she didn't think she'd ever be able stop.

Growling at her words, he spun them again. They landed on the couch, Damon on top of her, cradled between her bent knees. He could feel her wet heat, even through two layers of denim, and he lost the last vestiges of his control. He lowered his head to her breast and exhaled a hot, long, breath against her tight nipple through her tank top and bra.

"Oh my god…Damon." Elena bucked underneath him and her hands dove into his hair, fingernails gently scratching his scalp.

He smiled in smug satisfaction and sucked her breast into his mouth, tonguing her nipple through the fabric. His hand smoothed up her thigh to her hip and he pulled her to him, grinding his erection into her center.

Elena had never been so turned on in her life. Each swipe of his tongue was deliberate, seductive. It was too much, she was on sensory overload. Knotting her hands in his hair, she yanked him roughly to her mouth. She felt him smile against her lips before he kissed her. Itching to feel his skin, she ran her hands along the hard muscle of his chest until she reached his waist. Grabbing the fabric, she pushed it upwards, and sighed into Damon's mouth when her hands finally made contact with the smooth expanse of his back.

Damon pulled away when he felt her greedy little fingers curl into skin. They needed to slow down before this got out of hand. He wanted to take his time with her, undress her slowly, savor every second. "Not here. I want you in my room. In my bed."

Panting, she nodded. At this moment, she'd follow him anywhere. He got up, pulling her with him and, holding her hand, he led her up the stairs.


	7. At Last

**Disclaimer**: I do not own The Vampire Diaries or any of its characters.

**Author's Note:** Here you go – all smut, no plot. Enjoy ;)

* * *

Damon's room was very much like Damon himself – dark and sexy. Leading her in, he pushed her against the door and reached down to lock them in. Elena heard the soft click of the lock and gazed at Damon, his hands on either side of her head.

His eyes smoldered as he smiled sinfully, he had her exactly where he had wanted her all these months. Now he could take his time with her. Looking her over lazily, his eyes moved down her body from head to toe, pausing to linger on her chest and hips.

Her nerves rushed in unexpectedly – he was looking at her like a predator stalking its prey. This was going to be vastly different from her previous sexual encounters. Damon's innate sensuality was almost intimidating. Suddenly she felt very innocent, almost foolish, like a girl playing a woman's game.

Sensing her turmoil, Damon leaned in close. He was determined to drive every thought, other than how much she wanted him, out of her head. The last thing he wanted was for her to be nervous or anxious with him. He knew she wasn't very experienced, and God knows how much his uptight brother had bungled things with her... Moving his hands to her shoulders, he dragged his fingertips along her collarbones until his hands were cupping her throat. He tilted his head down and kissed her. It was deep and thorough, tongue expertly invading her mouth. It was drugging, his lips met hers again and again until he felt her tension dissipate.

Nobody kissed like Damon. He did it with everything he had, as if her mouth was the most important thing in the world. Elena's fingers were digging into his waist and they became restless, sneaking under his shirt. She clutched at his back and slowly dragged her nails against his skin, bringing her hands forward until she was pressing her fingers into his abdomen.

He broke the kiss and pulled away slightly. Reaching one hand over his head, he grabbed the collar of his shirt behind his neck and pulled it off in an easy, practiced movement.

Yes, this was much better. Elena's greedy eyes ran a circuit over the flat musculature of his chest and her mind flashed back to when he had woken her up the other night. Doing what she had wanted to do then, she ran the tip of her tongue beneath the curve of his pectoral muscle. Hissing, Damon pitched his head back and groaned when her mouth closed over his flat nipple, teeth scraping lightly before she sucked. Emboldened by his reaction, her confidence returned. Before she could talk herself out of it, she slipped her hand down the front of his black jeans and caressed the length of his erection with her palm over his boxer briefs. Her mouth formed an "O" of surprise when she assessed how large he actually was.

As her hands grazed his cock, his fangs unsheathed and the black veins that signaled his hunger formed around his eyes. Elena's eyes flipped to his and she released a surprised gasp, her hand caught in the cookie jar. Pushed to his limit, he snapped like a rubber band. Turning quickly, he launched them both onto his bed. Trying to re-orient herself, Elena felt her hair ruffle around her and cool air hit her skin. Opening her eyes she saw Damon on his knees straddling her waist. He had taken off her tank top and was tossing it to the floor carelessly. She looked up into his dark eyes and shivered violently. An out of control Damon was the sexiest thing she had ever seen.

He ran a warm hand up her abdomen and her muscles jumped to greet his touch. Reaching her bra, he paused to admire the way the cream colored lace contrasted with her olive complexion. "Hmmm….nice," he commented before he pinched the center of her bra and lifted it away from her skin. Leaning down, he quickly bit through the material, fangs slicing through it like a hot knife through butter.

Sitting up, he smirked at her gasp as his eyes catalogued every inch of her flesh. "Nicer," he winked at her before palming her breasts. Elena moaned and her back bowed off the mattress, pushing her breasts deeper into his large hands. Releasing her soft flesh, his hands crept underneath her and landed between her shoulders blades. He lifted her to his mouth and her head dropped back, limp as a rag doll as he kissed and sucked at her sensitive flesh. She was utterly lost to the sensations created by his mouth..

Damon loved her like this, relaxed and open to him. The trust she displayed by letting him touch her when his vampiric instincts were at the forefront made him fall a little bit more in love with her. His fangs lengthened even more and the urge to sink his teeth into her plump flesh was almost unbearable.

Needing to regain control of his baser instincts, he flipped her onto her stomach and she huffed out a surprised breath. Damon pushed her glossy hair off her back and ran his hand down her spinal column slowly, from the base of her neck to the top of her jeans. Elena sank her face into the pillow, luxuriating in the attention.

"You have the most beautiful skin." He traced a finger back up her spine and followed the action with his fangs. She moaned deep in her throat and curved her body upward to meet his touch. He ended his trek at her neck, teeth scraping her flesh carefully. Reaching under her, his hands found her breasts and he pulled her to him, her back to his chest.

She could sense his thinly held restraint, and in that moment she wanted him to sink his teeth into her neck. Trusting him implicitly, she said, "I know you want to…. I want you to."

Oddly enough, it was the fact that she granted him permission that brought him to his senses. His sharp canines retracted, the black veins receded and he softly kissed the side of her neck. "I'm not going to bite you, Elena."

He turned her over and he could swear he saw a hint of disappointment in her eyes. "Well, not tonight at least." Molding his body to hers, he slid up her slender form. Her eyes fluttered shut as his hard chest dragged over her swollen breasts. He twined his hands with hers and raised them above her head, pinning them there. Kissing her firmly, he settled between her hips, and ground his erection into her center.

He released her hands and her lips and laved a wet path down her neck, stopping to place sucking kisses over each of her nipples before continuing his path down her stomach. His hands went to the clasp of her jeans and his eyes flicked to hers. Seeing her slight nod of censent, he hardened further, and popped the button on her jeans before lowering her zipper. Impatient now, he moved his hands to back to her hips, and in a smooth motion tugged off her jeans and panties.

Inhaling deeply, his eyes focused on the juncture of her thighs, the graceful little slit he saw there commanding his full attention. Elena didn't want to be shy in front him, and she certainly wasn't ashamed of her body, but suddenly she felt very vulnerable.

Sensing the change in her demeanor, Damon acted swiftly. Pushing his shoulders between her legs, he ran the tip of his tongue up her drenched core. His talented tongue dipped inside her briefly before he sucked her sweet little bundle of nerves into his mouth.

"Oh my god, Damon!" Her back arched off the bed as all thoughts of modesty flew out of her head with one swipe of his tongue. He chuckled against her wet flesh and the vibrations caused Elena to clamp her thighs around his head, desperate to keep him in place. He worked her over with his whole mouth – lips, tongue, occasionally scraping her sensitive clit with his teeth. Writhing beneath him, his eyes soaked up her uninhibited reaction. She was so fucking sexy.

He could feel her thighs quivering around him and knew she was about to come. Abruptly, he pulled away from her, smirking as she whimpered, "Damon…please."

He crawled up her body, lips skimming up her abdomen, between her breasts, up the slender length of her neck, until he reached her open mouth, kissing her. Her legs sawed together restlessly, she was so close to the release her body was demanding.

"Shh…I know what you need, baby." He wanted to see her eyes when he made her come for the first time; watch the pleasure flicker over her face. He slipped two fingers into her wet sheath and groaned when her tight muscles flexed around the invasion. Settling his thumb over her clit, he set a fast pace and Elena was coming in seconds. Her thighs locked around his hand as she ground her hips against him. She breathed out his name and her fingernails dug into his biceps. "Damon!"

He watched her eyes lose focus and her cheeks and breasts flushed the most tempting shade of pink as she lost herself in her climax. She was gorgeous when she came and he had to be inside her _now_.

Elena was boneless beneath him. Nothing she had done with Stefan had ever felt that good. If he was that skilled with his fingers and tongue, she shuddered when she thought about what he could do with the rest of his body. She watched him slide his fingers out of her and into his mouth. His eyes were almost black with lust and Elena reached her hand between them, snapping open his jeans. Her hand slithered inside and curled around his thick erection. Damon jerked at the contact and his head dropped to her neck with a moan as she started to stroke him firmly.

"Fuck…Elena." Her hot little hand was going to make him explode. He pumped his hips in time with her strokes. It felt too good to make her stop.

She wanted him naked. Releasing him with a loving squeeze, she pushed at his jeans and boxer-briefs. In her haste, her nails scraped the flesh of his hips and he jerked forward, the blunt head of him hitting her center. Elena moaned and lifted her legs, feet pushing his clothes off, leaving him naked on top of her.

Curious, she lifted her head and peeked over his shoulder. She smiled. Yep, his butt was as perfect as she had imagined.

"Were you just checking out my ass?"

"Uh-huh," she replied with an unrepentant grin.

He laughed and swiveled his hips, his erection rubbing against her swollen flesh. "Tart."

"Ohhh….." Her comeback died on her lips at his movement. She raised her knees, squeezing his sides, and tilted her pelvis. "Stop teasing me.."

Reaching between them he lined himself up with her opening and fighting his innate need to slam into her hard and fast, he eased into her with a firm thrust. Elena flinched, feeling very full. He was so much larger than Stefan.

Damon wedged his hand between them and massaged her gently where they were joined. She inhaled sharply and he kissed her until she relaxed beneath him and moved her hips experimentally. She moaned at the friction and Damon took that as his signal to move. Pulling back he thrust into her slowly, but firmly.

Elena arched underneath him and wrapped her ankles around his waist, trying to force him in deeper. Supporting himself on his arms, he picked up the pace, and drove himself into her further. He dropped his forehead to hers and lost what little control he had left when he saw her teeth sink into her bottom lip, as she tried to stifle a groan. His thrusts became erratic and her felt her tighten around him.

"Damon, I'm….oh…"

He wrapped his lips around her nipple and sucked firmly as he ground his pelvic bone against her clit. Elena came hard, yelling out his name as she writhed beneath him, hands clutching his biceps.

Damon slammed into her two more times before his orgasm tackled him from behind, racing up his spine as he spilled himself inside of her, groaning her name in a throaty voice. His fingers dug into the soft flesh of her hips as he held her to him, body still twitching.

He collapsed against her breast, exhaling heavily. Her hands sunk into his hair and she smiled down at him, running her feet down the backs of his thighs. She couldn't believe what she had just done. She had had sex with _Damon_. And it had been _so_ _good_. Better than she had imagined. This certainly wasn't how she had expected this evening to go. He was right, she was a tart.

He raised his head. "What are you smiling at?" he said with a grin. She laughed in response and he growled, pinning her to the mattress, he thrust into her again. Her eyes widened in surprise, clearly not expecting him to be ready for another round. He smirked at her. "I have amazing stamina, Elena," he said as he swiveled his hips.

She smiled at his cockiness. "Show me what you got." And leaned up to kiss him softly.


	8. The End of Part One

Disclaimer – I do not The Vampire Diaries or any of its characters, which is a shame because I would make them do naughty, entertaining things.

Author's Note: A HUGE thanks to everyone who has read and reviewed my very first story. It made it so much more fun to write knowing that people were enjoying it. So, this is the end – for now. I've told several of you that I'll be continuing this story in a couple of weeks as a sequel (with actual plot and angst) so be on the lookout for that.

* * *

It was almost dawn. Elena had been up for an hour watching Damon sleep, examining his profile. He was so beautiful. Her eyes traced his jaw line, his lips….she wished she could see his eyes. When those aqua eyes stared at her, it was always an exhilarating experience. Damon's eyes just seemed more alive than other people's and when he looked at her, it reminded her that she was alive too.

She was completely in love with him. Now that she had admitted to herself, the depth and the intensity of her emotion were almost frightening. She knew she was the only person who truly saw _him_. Not the cocky, snarky, occasionally evil vampire that everyone else saw, rather, she saw his humanity. Despite his best efforts to disprove its existence, Elena knew it was there, she could feel it. She knew that his arrogance was a defense mechanism, that behind the sarcastic jabs there was someone who was wholly deserving of her love. Elena knew the _real_ Damon.

Unfortunately, nobody else did. Damon had done an excellent job at making himself persona non grata with pretty much everyone she was acquainted with. People wouldn't understand. They'd judge – tell her she's crazy. Bonnie was not going to like this. Neither would Caroline. Stefan…

Their disapproval wouldn't change anything for her. There was no way she'd be able to give him up now. Not while he loved her. He loved her in a way she had never experienced – he loved _all_ of her. Not just the pretty parts or the sweet parts. She didn't have to edit herself with him. With Stefan, she always felt as if she had to be a certain version of herself; hide the less than perfect parts of her personality. Being with Damon was liberating.

She had let him sleep long enough. Hmmm….how to wake him up? The fact that she was now free and welcome to touch him whenever and wherever she wanted made her slightly giddy.

She gently lifted the sheet from his body and ran her hand down his chest, nails scratching lightly. He shifted slightly and Elena watched, riveted as his body responded to her, even in sleep. She caressed the sharp line that formed over his hip bone, down to his thigh and smiled in smug satisfaction as he hardened.

"Having fun?"

His voice made her jump and she met his eyes with a sheepish grin. Busted.

Damon watched her flush pink and he smiled. It would almost be a shame when his ravenous passion used up the rest of her innocence. She was gorgeous when she blushed. "Come here."

Pushing aside her momentary shyness, she shoved the sheet off of him completely and straddled his hips.

Damon groaned as settled on top him. Waking up to a naked and amorous Elena was a spectacular way to start the day. He ran his hands up her thighs and squeezing her ass playfully, he bucked up into her wet center, eliciting a deep moan from her throat.

He slid his hands up her waist until he was cupping her breasts and with a smirk he asked, "Well – you woke me up. Are you going to make it worth my while?"

Elena's hands reached up to cover his own, keeping him there. Molding her hands over his, she helped him massage her breasts and her head fell back as she ground her hips into his. His teasing question had barely even registered with her. She exhaled a breathy, "What did you say?"

At the erotic sight of Elena writhing on top of him, his playful mood was quickly washed away by a potent wave of lust. "Never mind. You just did." He pulled his hands away from her breasts and wrapped them around her waist. Lifting her, he thrust deep inside her in a fluid motion.

Elena gasped and her hands flew to his chest to steady herself. She met his gaze; those smoldering eyes were so incredibly _sexy_ they caused her to shudder, her passage tightening around him, already on the verge of a climax.

Feeling her clench around him, Damon lost all sense of gentility. He grabbed her hips and pumped into her hard, pitching her forward as he slammed into her. Elena collapsed against his chest, face buried in his neck. Her orgasm caught her by surprise and on impulse, she sunk her blunt teeth into his neck as she moaned, trembling around him.

The feel of her teeth on the sensitive cords of his neck caused Damon to follow her over the edge. He emptied himself inside with a final thrust as he growled out her name.

Recovering slightly, she pulled back and was horrified to see the mark she had left on his neck. "Oh my god!" She touched the mark lightly, the indentations so deep she had almost drawn blood. "I'm sorry – I can't believe I did that!"

Damon smiled and wrapped his arms around her in a loose hug. "Don't be. It felt good. In fact, I should be apologizing to you. That bite wreaked havoc with my stamina – what'd I last? Five minutes?"

She slapped him lightly on the shoulder and laughed.

The feel of her laughter re-ignited his passion and he flipped her over. "Lucky for you, I have an extremely commendable recovery period."

Sobering, she cupped his cheeks as she pulled him down for a kiss. "I love you, Damon."

He inhaled at her words and kissed her thoroughly, before pulling away to look at her. The expression on his face was indecipherable as he replied, "I love you, too."

As he kissed her again, a knot formed in Elena's stomach. She was sure she was mistaken - that he hadn't sounded almost sad when he said it. Dismissing the thought, she gave in to his kiss.


End file.
